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EFTA01381487 | EFTA01381487 Classification: Confidential Hi Rich — Received. Reviewing. Be back From: Richard Kahn [maiito Sent: Monday, May 22, 2017 10:59 AM To: Tazia Smith Cc: Stewart Oldfield Subject: Fwd: Rothschild can you please provide bid ask as per email below thank you Richard Kahn EIBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 tel fax cel Begin forwarded message: From: Richard Kahn Subject: Rothschild Date: May 22, 2017 at 1:56:17 PM EDT To: Vahe Ste anian > Cc: Stewart Oldfield <S> can you please provide a bid ask on 100,000 shares of: Rothschild & Co SCA EPA: ROTH - May 22, 5:35 PM GMT-I-2 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080491 SDNY_GM_00226675 EFTA01381487
February 15, 2026 at 4:18 PM
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February 15, 2026 at 4:17 PM
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EFTA01381454 | EFTA01381454 Bloomberg ROTH FP Equity (Rothschild & Co) • Last Price 27.585 ■ Close on 05/19 - - - - 27.70 High on 05/22 03:00 28.00 Average 27.7326 a. Low on 05/22 05:35 27.58 77.60 I 0.42% 04:00 05:00 06:00 07:00 08:00 22 Ma 2017 09:00 10:00 11:00 'int is ete....z.Lrieet -n ada ;.4 The 8L,XE1..RE-:—.Pec`FL'...ii..M.i. "..^.M1tZ4 ctn.* Ogitt,nt,i 4;.D:, L CER.f, t ro r«, + LNbo. flow" and Vf.reo Ole vot %LP e end Count:lin-1 EFLP vetnily-04..xl rdkeloev Ell-e.oetrieg t..P (Tyr) 81.P prALLIes 6F LP.efei, tiatPAIgermtketrei suf *veto,* nwswt old tnrAl foe Re erePiattetmew (tinier ...thy dkeoly or Or nolo mr..6FLP mrk..tagy re. ene EtP Ctortl#4 The Saw-moo:We rieclreir. ot oovde Ore.Staltvit >lilt? or cure otre tie ec..c.wEy •:•fp, -.••• ,44:4" in n 'fi t i T eree4V.4 $ Or+, fleeeow*legi0 *owe. 1 Wee Eons obbebwd &LP. 61P orsif O•or of rs et do ,EL , bt,4"ketna Sre nal3E40 tO 000h4gEciaT4 11,1• 019 on!ha Swikee Mei :0O*...11r 34, ...Swing of Sear-zad mtmemosa EP-P. EILP.v*,es *£hwy. ILOCilfiVEROPROFEUEONAL El.r.v.11E.414.4PicET. ANYV:S.S.RE Sta-OUSERO TPADEWN:k. kt.C.OhtikEPG Wit; TRADEP. att'x'AIIVERG TELEvISICM ELea.A16EPG PAD* ELIY)LIEEPG PRESS end St.001.10ER.S.::011 ale ',adman's and wine arks of EFLP. u Deearnve I.-foment . WI eLJC!•43EFifi- ws Bloomberg Sebons CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL I . DB-SDNY-0080442 SDNY_GM_00226626 EFTA01381454
February 15, 2026 at 4:17 PM
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February 15, 2026 at 4:16 PM
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February 15, 2026 at 4:15 PM
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EFTA01381421 | EFTA01381421 1095 JEFFREY EPSTEIN 6100 CIE0 HOOK QUARTER 83 St. THOMAS, U61.0 06302.1348 DANK TRUST OBICA Americas DEUTSCHE COMPANY AMERICAS NEW YORK NEW YORK 10154 2016 1.103210 DEC 22 Teller Tr Cash PAY'r° ORDER OF 12/21/2016 em•••••••••• Seven Thousand Five Hundred and 00/100"nann****"*"'••""*"'""*"*"*" Cash MEMO 000 LO 9 Se g0 2 100 10 3 34 OS en 3 S 2696 9 /se ! : o 0 tra sCrl a .0•1 rir• • I k ‘,. . ,g'-eav; 74!cflit- 3;7'-; 1 .3, I $100 a t er —Rso.2_g lg. r,„ ;Urist: :I.; ' 2 - e. r..rzs a r ' LI o t ...;:.? ;ii igtf R e :., T. ; 11 2. at E.*: R i: rir , I ti 01648-1648-0S0 AIMLT1 • (.; -1 ,.; lel n'. ° Op BATCH REPORT 75 7, .4\ ,, Ta y it s to'-6 151f0 oD 7500.00 I Check Information .Exception Type Account Routing Sequence High dollar pull Previous Decision Previous Reason Amount Check # Refer Signature Irregular 7,500.00 1096 Account Information Account Name Jeffrey Epstein Branch Number 0 Account Message 1 Signature Required Internal Comments CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL Account Number Officer Code 35269691 DB-SDNY-0080384 SDNY_GM_00226568 EFTA01381421
February 15, 2026 at 4:15 PM
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EFTA01381355 | EFTA01381355 Form S-1 •fable of Contents SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Wilton, State of Connecticut. on the 10th day of June. 2015. Blue Buffalo Pet Products. Inc. By: /s/ Kurt Schmidt Name: Kun Schmidt Tide: Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below hereby constitutes and appoints Richard MacLean and Karen McCarthy, and each of them, any of whom may act without joinder of the other, the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement, including a prospectus or an amended prospectus therein and any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission. granting unto said attorneys-in-fact and agents. and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person. hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or amendment thereto has been signet by the following persons in the capacities indicated on the 10th day of June, 2015. Signature Title /s/ Kurt Schmidt Kurt Schmidt ChiefExecutive Officer and Director (Principal Executive Officer) Is/ William W. Bishop. Jr. William W. Bishop. Jr. President and Chief Operating Officer /s/ Michael Nathenson Michael Nathanson Executive Vice President. Chief Financial Officer and Treasurer (Principal Finance and Accounting Officer) /s/ William Bishop William Bishop Chairman and Director /s/ Raymond Debbane Raymond Debbane Director http://wnw.sce.gov/Archivestedgar/datan609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM( CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080267 SDNY GM_00226451 EFTA01381355
February 15, 2026 at 4:11 PM
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EFTA01381354 | EFTA01381354 Form S-I Table of Contents Until 2015(25 days after the date of this prospectus). all dealers that buy. sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 7• httrtheuw.see.erw/Archi vas/edger/data/ 609989/000119312515218883/d734898dsl.htm17/200015 10:30:13 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(8) CONFIDENTIAL DB-SDNY-0080261 SDNY_GM_00226445 EFTA01381354
February 15, 2026 at 4:11 PM
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EFTA01381353 | EFTA01381353 Form S-I Table of Contents Blue Buffalo Pet Products, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (Continued) Note 10— Related Parties Invus PartnersILLC holds $20.1 million of the Company's outstanding debt under the Amended Facility. Several of the members of the Company's Board of Directors ("BOW) arc members of Invus Partners I.I.C, as well as managing directors and officers of the general partner of our majority stockholder. In addition, KunkeinuclIcr Enterprises LP, which is owned in part by the wife of one of the members of our BOD, holds $1.5 million of ow debt under the Amended Facility. Note 11— Legal Proceedings On May 6, 2014, Nestle Purina filed a lawsuit against us in the United States District Court for the Eastern District of Missouri. As amended, Nestle Purina's complaint alleges that we have engaged in false advertising, commercial disparagement and unjust enrichment. Nestle Purina asserts that, contrary to our advertising and labeling claims, certain BLUE products contain chicken or poultry by-product meals, artificial preservatives and/or corn and that certain products in the BLUE grain-free line contain grains. Nestle Purina also alleges that we have made false claims that our products (including LifeS'ource Bits) provide superior nutrition and health benefits compare) to our competitors' products. In addition. Nestle Purina contends that we have been unjustly enriched as consumers have paid a premium for BLUE products in reliance on these alleged false and misleading statements, at the expense of our competitors. Nestle Purina seeks an injunction prohibiting us from making these alleged false and misleading statements, as well as treble damages, nstitution and disgorgement of our profits. among other things. In addition, Nestle Purina has issued press releases and made other public announcements, including advertising and promotional communications through emails and interact and social media websites that make claims similar to those contained in their lawsuit. Nestle Purina seeks a declaratory judgment that these statements are true and do not constitute defamation. In addition, a number of related consumer class action lawsuits have been filed making allegations similar to Nrstle Purina's and seeking monetary damages and injunctive relief. We believe Neale Purina's claims and the related class action lawsuits arc without merit and intend to vigorously defend ourselves. Although we have determined that a loss contingency with respect to the Nestle Purina litigation and related class action lawsuits is reasonably possible, such litigation and lawsuits are still in their early stages and the final outcome is uncertain. In particular, we have determined that the possible loss or range of loss resulting from Neale Purina proceedings and each of the related class action claims cannot be reasonably estimated due to the following reasons: (1) the early stages of the proceedings. (2) the lack of specific damages sought by the plaintiffs, (3) the uncertainty as to plaintiffs' support for their damages claim, (4) the uncertainty as to factual issues, (5) the uncertainty of number of plaintiffs in the related class action claims and (6) our claims against third party defendants and counterclaims against Nestle Purina. In the normal course of business, the Company is subject to proceedings, lawsuits and other claims and assessments, which typically include consumer complaints and post-termination employment claims. The Company has assessed such contingent liabilities and believes the potential of these liabilities is not expected to have a material, if any. effect on the Company's financial position. its results of operations or its cash flows. F-33 httplAvvow.sce.gov/Arehives/cdgar/dataft609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AND CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080259 SDNY GM_00228443 EFTA01381353
February 15, 2026 at 4:11 PM
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EFTA01381351 | EFTA01381351 Form S-I Table of Contents Blue Buffalo Pet Products, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Note 1— The Company Blue Buffalo Pet Products, Inc. ("BBPP") and together with its subsidiaries, (the "Company," "we." "us," "its," and "our") conducts its business exclusively through its wholly-owned operating subsidiary. Blue Buffalo Company, Ltd. ("Blue") (formerly The Blue Buffalo Company, LLC) and its subsidiaries. Blue was formed in August 2002 and is the parent company of three wholly-owned subsidiaries. Great Plains Leasing, LLC, Heartland Pet Food Manufacturing. Inc. ("Heartland"), and Sierra Pet Products, LLC. Blue and its subsidiaries develop, produce, market, and sell pet food under the Blue Life Protection Formula, Blue Wilderness. Blue Basics, and Blue Freedom lines. Our products are produced domestically at our Heartland facility and through contract manufacturers for distribution to retailers in specialty channels throughout the United States of America and Canada. In July 2012, Blue formed Heartland for the purpose of commencing internal manufacturing operations to eventually supplement its contract manufacturers. Manufacturing operations commenced at our Heartland facility in Joplin. Missouri in September 2014. Note 2 — Bash of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of BBPP and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments which, in management's opinion, are necessary for a fair statement of the results for interim periods. Results of operations for interim periods may not be representative of results to be expected for a full year. Certain prior year amounts have been reclassified to conform to the current period presentation. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. 'these unaudited condensed consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements and related notes for the year ended December 31. 2014 included elsewhere in this prospectus. Note 3— Receivables Receivables consisted of the following: December 31, 2014 54.647 $ 23.973 $ 78,620 (dollars In thousands) Trade receivables, net Other roccivables Total March 31, 2015 $ 62,330 6,443 $ 68,773 Other receivables consist primarily of reimbursable amounts due from co-manufacturers for packaging of $4.4 million and $3.6 million income tax receivables of $18.2 million and $2.8 million at December 31.2014 and March 31. 2015. respectively. F-28 httpiAnew.sec.gov/Archivestedgar/datatl609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080254 SDNY GM_00228438 EFTA01381351
February 15, 2026 at 4:11 PM
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EFTA01381350 | EFTA01381350 Form S-1 The accompanying notes arc an integral part of the unaudited condensed consolidated financial statements. F-26 http/Annv.sce.gov/Archivecledgar/datatl609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080252 SDNY GM_00226436 EFTA01381350
February 15, 2026 at 4:11 PM
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EFTA01381349 | EFTA01381349 Form S-1 Table of Contents Blue Buffalo Pet Products, Inc. Unaudited Condensed Consolidated Statement of Changes In Stockholders• Deficit (dollars in thousands, except for share data) (Accumulated Common shares outstanding Balance at December 31, 2014 Exercise of stock options Stock-basal compensation expense Net income Balance at March 31, 2015 Com.mon stock 46.605513 1.100 — $ 466 — — ni.606.(,13 $ -lid, Additional )aid-In capital deficit) retained earnings $ 59,174 36 445 — $ 59.655 $ (146,937) — — 30,046 $ (116,891) httplAcww.sec.gov/Archivestedgar/datatl609989/000119312515218883/d734898ds1.Mm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL Total $(87,297) 36 445 30,046 $(56,770) DB-SDNY-0080251 SDNY GM_00226435 EFTA01381349
February 15, 2026 at 4:11 PM
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EFTA01381347 | EFTA01381347 Form S-I Table of Contents Blue Buffalo Pet Products, Inc. Notes to Consolidated Financial Statements (Continued) In the normal course of business, the Company is subject to proceedings, lawsuits and other claims and assessanents, which typically include consumer complaints and post-termination employment claims. The Company has assessed such contingent liabilities and believes the potential of these liabilities is not expected to have a material, if any, effect on the Company's financial position, its results of operations or its cash flows. Note 16 — Related Parties Invus Partners. LLC held $20.4 million and $2a2 million of the Company's outstanding debt under the Amended Facility on December 31, 2013 and 2014. respectively. Several of the members of the Company's Board of Directors ("BOII) arc members of Innis Partners, LLC, as well as managing directors and officers of the general partner of the Company's majority shareholder and managing directors and officers of an investment advisor to the Company's majority shareholder. In addition. Kunkeinueller Enterprises LP, which is owned in part by the wife of one of the members of our BOD, held $1.5 million of the Company's debt under the Amended Facility on December 31, 2013 and 2014. Note 17- Unaudited Quarterly Financial Data The unaudited summarized financial data by quarter for tlx: years ended December 31, 2013 and 2014 is presented in the table below: (dollars In thousands) Zak Net sales Gross profit Selling, general. and administrative expensi.%! Operating income Net income Basic net income per common share Diluted net income per common share Basic weighted average shares Diluted weighted average shares Mil Net sales Gross profit Selling. general. and administrative expenses Operating income Net income Basic net income per common sham Diluted net income per common share Basic weighted average shares Diluted weighted average shams Quarter 1 Quarter 2 Quaner 3 Quarter 4 $ 163,821 69,337 27,959 41,378 21,254 0.46 $ $ 0.46 46,553,881 46.611.325 $ 175,133 73,490 31.584 41,906 22,440 $ 0.48 $ 0.48 46,570,037 46.617.768 $ 184,797 76,727 35.248 41,479 22,626 $ 0.49 $ 0.48 46,579,8(6 46.842.556 $ $ $ $ $ 226.247 96,335 42.722 53,613 31.153 $ 0.67 $ 0.66 46,600,213 47.082.757 218,654 84,993 46,100 38,893 21,911 $ 0.47 $ 0.47 46,603,260 47.101,865 234.770 94,226 45,419 48,807 27,713 $ 0.59 $ 0.59 46.605,513 47.115.245 195,758 78,058 44,195 33,863 11.916 $ 0.26 $ 0.25 46,600,213 47.035.984 238,089 91,313 53,623 37,690 21,154 $ 0.45 $ 0.45 46,605,513 47.107,972 F-23 http://atiw.sec.gov/Archi vet/edger/data/ 609989/000119312515218883/d734898ds1.htm17/20/2015 10:30:13 AND CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080247 SDNY GM_00228431 EFTA01381347
February 15, 2026 at 4:11 PM
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EFTA01381346 | EFTA01381346 Form S-I •fable of Contents Blue Buffalo Pet Products, Inc. Notes to Consolidated Financial Statements (Continued) Note 15 — Commitments and Contingencies Purchase Commitments The company enters into contracts with a network of contract manufacturers that require them to provide us with specific finished products and provide for minimum production commitments. Most of our agreements with our contract manufacturers expire in 2015 or 2016 and will thereafter be automatically renewed for consecutive one-year terms until notice of non-renewal is given. The Company also enters into contracts for the purchase of several of its main ingredients. Such contracts call for minimum purchase requirements and typically cover one year or one crop season and are renewed annually. The following table summarizes our future minimum purchase commitments as of December 31. 2014: (dollars In thousands) Finished goods minimum purchase obligations Raw material purchase obligations Total contractual obligations Total $ 94.249 268.515 $362,764 Less Titan One Tear $ 40,550 255.557 $296,107 Shire than 1-3 Tears $ 47,990 12.958 $ 60,948 3-5 Years $ 5,709 — S 5,709 Fhe Year. $ — $ — Litigation & Settlements On May 6, 2014. Nestle Purina filed a lawsuit against us in the United States District Court for the Eastern District of Missouri. As amended, Nestle Purina's complaint alleges that we have engaged in false advertising, commercial disparagement and unjust enrichment. Nestle Purina asserts that, contrary to our advertising and labeling claims, certain BLUE products contain chicken or poultry by-product meals, artificial preservatives and/or com and that certain products in the BLUE grain-free line contain grains. Nestle Purina also alleges that we have made false claims that our products (including LifeSource Bits) provide superior nutrition and health benefits compared to our competitors' products. In addition. Nestle Purina contends that we have been unjustly enriched as consumers have paid a premium for BLUE products in reliance on these alleged false and misleading statements, at the expense of our competitors. Nestle Purina seeks an injunction prohibiting us from making these alleged false and misleading statements, as well as treble damages, restitution and disgorgement of our profits. among other things. In addition. Nestle Purina has issued press releases and made other public announcements, including advertising and promotional communications through emails and Internet and social media websites that make claims similar to those contained in their lawsuit. Nestle Purina seeks a declaratory• judgment that these statements are true and do not constitute defamation. In addition, a number of related consumer class action lawsuits have been filed making allegations similar to Nestle Purina's and seeking monetary damages and injunctive relief. We believe Nestle Purina's claims and the related class action lawsuits are without merit and intend to vigorously defend ourselves. Although we have determined that a loss contingency with respect to the Nestle Purina litigation and related class action lawsuits is reasonably possible, such litigation and lawsuits are still in their early stages and the final outcome is uncertain. In particular. we have determined that the possible loss or range of loss resulting from Nestle Purina proceedings and each of the related class action claims cannot be reasonably estimated due to the following reasons: (I) the early stages of the procavdings. (2) the lack of specific damages sought by the plaintiffs, (3) the uncertainty as to plaintiffs' support for their damages claim. (4) the uncertainty as to factual issues, (5) the uncertainty of number of plaintiffs in the related class action claims and (6) our claims against third party defendants and counterclaims against Nestle Purina. F-22 httplAcww.sce.gov/Arehi vas/edger/data/ 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080246 SDNY GM_00226430 EFTA01381346
February 15, 2026 at 4:11 PM
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EFTA01381345 | EFTA01381345 Form S-1 Table of Contents Blue Buffalo Pet Products, Inc. Notes to Consolidated Financial Statements (Continued) The Company uses a third party valuation specialist to assist it in the estimation of the fair value of its common stock. The Company believes these valuations to be appropriate; however, the valuation of the equity of any private company involves various estimates and assumptions that may differ from actual values. If available. the Company bases its common stock value on actual transactions or o01er transactions that are representative of stock value. The expected volatility assumption is based on the combination of the industry index for pct food wholesalers and the volatility of the Company's largest customer. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The weighted-average expected tam is determined with reference to historical exercise and pod-vesting cancellation experience, and the vesting period and contractual term of the awards. The following are the weighted-average assumptions used for grants issued under the Plan: Volatility Risk-free interest rate Expected term (years) Dividend yield Grant-date fair value For the years ended December 31, 2013 30.88% 1.52% 6.5 — $ 9.00 December 31, 2012 30.64% 1.13% 6.5 — $ 7.60 December 31, 2014 32.84% 2.16% 6.5 — $ 21.62 The following table summarizes stock-based award activity during the year and also presents stock options outstanding and exercisable as of December 31, 2014 (dollars in millions, except for per share data): Outstanding, December 31,2013 Granted Exercised Forfeited Expired Outstanding. December 31, 2014 Number of Mares 1,104,995 37,000 (5,300) (21,400) (3,000) 1,112,295 Exercisable, December 31, 2014 401,398 Weighted Menge Eserdse Price Per Share 23.51 $ $ 58.00 $ 7.04 $ 25.64 $ 23.50 24.70 $ $ 23.68 Weighted As trout Remaining Contractual Life 8.98 9.22 7.17 8.13 7.96 8.03 $ 48.9 7.98 $ 18.0 Aggregate Intrinsic Value During 2014. total granted stock options included 16,176 non-qualified and 20,824 ISO options. The intrinsic value of options exercised during 2012, 2013. and 2014 was $1.7 million. $3.4 million, and $0.3 million, respectively. There were no non-qualified options exercised in 2013 and 2014. The benefits of tax deductions in excess of the grant date fair value resulting from the exercise of non-qualified options was not material to the years ended December 31, 2013 and 2014. F-20 httplAvsew.sec.gov/Archi vas/edger/data/ 609989/000119312515218883/d734898dsi.him(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(8) CONFIDENTIAL DB-SDNY-0080244 SDNY GM_00228428 EFTA01381345
February 15, 2026 at 4:11 PM
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EFTA01381344 | EFTA01381344 Form S-I Table of Contents Blue Buffalo Pet Products, Inc. Notes to Consolidated Financial Statements (Continued) approximately $0.1 million and $0.2 million in interest and penalties related to its unrecognized tax benefits, respectively. For the year ended December 31, 2014, the Company recorded approximately $0.3 million of both interest and penalties related to its unrecognized tax benefits. Components of deferred tax assets and liabilities were as follows: (dollars In thousands) Deferred tax assets: Inventories Accrued liabilities Transaction costs Stock-based compensation Capitalized debt Deferred compensation Research and development State net operating lam canyfonvards State tax credits Other Total deferred tax assets Deferred tax liabilities: Propeny. plant, and equipment Bond premiums Total deferred tax liabilities Net deferred tax (liabilities) assets December 31, 2013 December 31, 2014 $ $ S 1.734 448 — 464 — 1,219 172 III — 24 4.172 (768) — (768) 3.404 $ 1,869 307 1,085 1,024 301 746 41 2,072 325 322 8.092 (18,176) (1,348) (19.524) ( I 1,432) Our state net operating loss cart forwards (tIOLC) will begin to expire in 2032. The matonty of the NOI.s relate to our Heartland operations which we expect to use in the coming year. Amounts recognized in the accompanying consolidated balance sheets am as follows: Deatnber 31, 2013 2,082 $ 2,090 (768) 3.404 $ (dollars In thousands) Current deferred tax assets Non-current deferred tax assets Non-current deferred tax liabilities Total net deferred tax assets (liabilities) December 31, 2014 5,696 $ 2,3% (19.524) $ (11.432) As of December 31, 2013 and 2014. the Company had not provided for any valuation allowance on its deferred tax assets. In evaluating the Company's ability to realize its deferred tax assets, management considers whether it is inure likely than not that sonic or all of the deferral tax assets will not be realized. Management also considers the projected reversal of deferred tax liabilities and projected future taxable income in making this assessment. Based upon this assamnent, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. F-17 httplAvviw.see.govrArchivestedgarMatarl 609989/000119312515218883/d734898dsl .htmi7/20/20I 5 10:30:13 AM( CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080241 SDNY GM_00228425 EFTA01381344
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EFTA01381343 | EFTA01381343 Form S-I Table of Contents Blue Buffalo Pet Products. Inc. Notes to Consolidated Financial Statements (('ontinued) A reconciliation of the federal statutory, rate to our effective rate is as follows: for the Iran tIldtd Federal statutory• income tax rate State income taxes, net of federal income tax benefit Non-deductible expenses Unrecognized tax benefits Other Total Ihcember 31, 2012 35.fP/o 2013 35.0% December 31, 2014 35.0% 2.2 0.3 (1.0) (0.5) 36.0% 2.1 0.3 1.3 (0.4) 38.3% IkltIllbfr 4.2 0.4 — (0.1) 39.5% 31. The Company and its subsidiaries file income tax returns in the United States and in states and various local jurisdictions what the Company has nexus. Additionally as a result of new business activities in Canada, Mexico and Japan, foreign tax filings will be required but are not expected to be material to the 2014 tax provision. In the normal course of business, the Company is subject to examination by taxing authorities and as of December 31, 2014 and the date of this report, the Company's 2011 income tax return was being audited by the Internal Revenue Service ("IRS- ). During 2013, the IRS completed its audit of 2010 with an immaterial assessment. There arc also various state tax examinations in progress primarily attributable to state nexus matters relating to prior year amended tax returns which have been considered in the Company's position for uncertain tax benefits. In general, tax years 2011 through 2014 arc subject to an examination for U.S. Federal and tax years 2010 through 2014 for some state and local taxing jurisdictions. As of December 31, 2012. there were no liabilities for income taxes associated with uncertain tax positions. As of December 31, 2013 and 2014, the liability for income taxes associated with uncertain tax positions was $2.7 million and $4.8 million, respectively. The following is a reconciliation of the beginning and ending amount of unrecognized tax benefits (which excludes federal benefits of state taxes, interest, penalties, and the impact of state net operating loss carryforwards): (dollars In ihoussiids) Balance at December 31, 2012 Increases in uncertain tax benefits as a result of tax positions taken in the prior year Increases in uncertain tax benefits as a result of tax positions taken in the current year Balance at December 31, 2013 Increases in uncertain tax benefits as a result of tax positions taken in the prior year Increases in uncertain tax benefits as a result of tax positions taken in the current year Balance at December 31, 2014 $ — 2,924 1,959 4,883 206 2.429 $7.518 The Company recognizes interest related to unrecognized tax benefits and penalties related to unrecognized tax benefits as a component of income tax expense. For the year en des.1 Decanber 31, 2013, the Company recorded F-16 httruwww.sec.gov/Archivestedgar/datatl609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080240 SDNY GM_00226424 EFTA01381343
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EFTA01381342 | EFTA01381342 Form S-I Table of Contents Blue Buffalo Pet Products, Inc. Notes to Consolidated Financial Statements (Continued) Note 7 —Notes Receivable Historically, the Company issued loans to certain employees for the express purpose of providing the employees with the financial ability to exercise vested incentive stock options. Employees with incentive stock options were provided the opportunity to borrow from the Company an amount up to 80% of the total exercise price of options that they elected to exercise during the year. Accordingly, these transactions were recorded as an offset to stockholders' equity. The notes accrued interest at the Mid-Term Applicable Federal Rate published by the Internal Revenue Service (1.27% at December 31, 2011) through maturity in December 2015, at which time the total balance of principal and interest was due. During 2010, the Company issued loans totaling approximately $0.7 million. During 2011, the Company issued loans totaling approximately $0.9 million. At December 31. 2011, the balance of the receivable was approximately $1.5 million. During the first half of 2012, the Company issued additional loans totaling approximately $0.1 million. In connection with the special dividend paid to shareholders on August 15, 2012, all outstanding notes and accrued interest in the amount of $1.6 million were settled. Sec Note 11 for further details on the special dividends. Note 8 — Income Taxes The provision for (benefit from) income taxes consisted of the following: December 31, 2012 (dollar. In thotrounk) Current tax provision: Federal State Total current provision Deferred tax provision: Federal State Total deferred provision (benefit) Total provision $ $ 34.747 6,780 41.527 1.216 110 1,326 42,853 For the years ended December 31, 2013 $ $ 40.127 4,060 44.187 (520) 290 (230) 43,957 December 31. 2014 $ $ 39.576 8.947 48.523 16,037 (1.202) 14,835 63.358 F-15 http:(Avvrw.see.gov/Archi vestedgar/datatl 609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080239 SDNY GM_00228423 EFTA01381342
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EFTA01381340 | EFTA01381340 Form S-1 Table of Contents Blue Buffalo Pet Products, Inc. Notes to Consolidated Financial Statements (Continued) ($10 million sub-limit for letters of credit and a swing line sub-limit of $5 million). The Facility is secured by 100% of Blue's assets and is guarantee! by its parent BPP. The term loan facility expires on August 8.2019 and the revolving credit facility expires on August 8. 2017. As ofDecember 31, 2012, the term loan is presented net of the related unamortized original issue discount ("O113"), which was $7.0 million at issuance. Accretion of OID is included in interest expense and was approximately $0.9 million for the year ended December 31, 2013. In connection with the Facility, the Company recorded approximately $5.7 million of deferred debt issuance costs. Both the OID and deferred debt issuance costs are being amortized over the weighted-average term of the Facility (approximately 7 years) using the effective interest method. The proceeds from the term loan were used to fund a special dividend of $350 million to shareholders. On December 6, 2012, the Company and its lenders amended the Facility to, among other things, provide additional tern loan borrowings of $50 million and allow for the distribution of dividends of $50 million. The proceeds from the additional term loan borrowings were used to fund a special dividend of $50 million to shareholders. In connection with this amendment, the Company recorded $1.2 million of additional deferred debt issuance costs to be amortized over the remaining term of the term loan facility (approximately 6.7 years) using the effective interest method. On Febmary IS, 2013, the Company and its lenders entered into two amendments to it-price both the term loan and revolving credit facility (the "Amended Facility"). The term loan amendment reduced the applicable margin on the $399 million principal amount of term loan borrowings by IS0 basis points and the interest rate floor by 25 basis points. The revolving credit facility amendment reduced the applicable margin on revolver borrowings by 150 basis points (there were no borrowings under this facility). In connection with the amendments, the Company incurred and recorded approximately $4.7 million of additional deferred debt issuance costs, which are being amortized over the remaining life of the Amended Facility. In addition, the Company recorded $0.5 million related to bank and legal fees paid to third parties to execute the amendments. which is included in interest expense for the year ended December 31, 2013. On December 9. 2013. the Company and its lenders entered into an amendment to re-price the term loan. The term loan amendment reduced the applicable margin on the $396 million principal amount of term loan borrowings by 75 basis points. The revolving credit facility remained unchanged. In accordance with accounting guidance on debt modifications and extinguishments. the amended term loan was deemed substantially diffenmt and as such the modification has been treated as an extinguishment. In connection with the extinguishment. the Company recorded a loss on extinguishment of debt of $15.9 million, which consisted of unamortized debt issuance costs of $9.2 million, unamortized OID of $5.7 million, and new debt issuance costs of $1.0 million. At December 31, 2013, we had $395.0 million of term loan borrowings (fair value of $399.9 million) at an effective interest rate of 5.27% and no outstanding borrowings under the revolving credit facility. At December 31, 2014, we had $391.0 million of term loan borrowings (fair value of $386.2 million) at an effective interest rate of 4.03% and no outstanding borrowings under the revolving credit facility. Principal payments on the term loan borrowings are due and payable in quarterly installments of approximately $1.0 million with the then expected remaining balance of $373.2 million due on August 8, 2019. Term loan borrowings bear interest at a rate per annum equal to an applicable margin plus, at our option, either (i) a base rate determined by reference to the highest of (a) the Federal Funds rate plus 0.50%, (b) the prime rate of Citibank, N.A., (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% and (d) a floor of 2.00% or (ii) a LIBOR rate determined by refecro.‘ to the costs of funds for U.S. dollar deposits for the interest period relevant F-13 httpineersce.gov/Archi veledgar/datatI 609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AND CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080237 SDNY GM_00228421 EFTA01381340
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EFTA01381339 | EFTA01381339 Form S-I Table of Contents Blue Buffalo Pet Products, Inc. Notes to Consolidated Financial Statements (Continued) Note 4— Property, Plant, and Equipment Property, plant, and equipment consisted of the following at December 31: (dollars In thousands) Computer software Computer equipment Buildings Machinery and equipment Furniture and fixtures Leasehold improvements Buildings improvements Land Land improvements Construction in progress 2013 440 1.828 — 2.381 1,306 642 — 346 — 81.302 88,245 (2.415) $85,830 $ Accumulated depreciation and amortization Total 2014 8,056 3,589 58,846 44,702 1.429 1,051 86 346 784 2,169 121.058 (7.195) $113,863 $ Depreciation and amortization expense was approximately $1.2 million for the year ended December 31, 2012. approximately $1.3 million for the year ended December 31, 2013, and approximately $4.9 million for the year ended December 31, 2014. During 2013, Heartland and Jasper County. Missouri ("Jasper") enteral into an agreement pursuant to which Jasper agreed to issue up to an aggregate principal amount of $55 million of industrial revenue bonds ("Bonds") to be purchased by Heartland. Jasper is using the proceeds from the Bonds to purchase manufacturing equipment from Heartland, which will then be leased back to I leanland. As I leanland will become the owner of the equipment at the end of the lease term. the lease meets the requirements of a capital lease and the equipment is being recorded as property. plant, and equipment. The Company has the right and intends to set-off any obligation to make payments under the lease agreements with the proceeds due from the Bonds. As of December 31. 2013 and 2014, Jasper had issued, and Heartland had purchased. $16.6 million and $55.0 million. respectively. of industrial revenue bonds and Jasper had purchased from. and leased back to. Heartland certain manufacturing equipment for a corresponding amount. Note 5— Long-term Debt Long-tem) debt consisted of the following at December 31: (dollars In thousands) Term loan 1.m current maturities Total long-tenn debt 2013 $395.017 (3,960) $391,057 2014 $391,057 (3,960) $387.097 On August 8, 2012. the Company entered into a $390 million credit facility (the "Facility") with Citibank, N.A. as the administrative agent. Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc. as joint lead arrangers, and Morgan Stanley Senior Funding, Inc. as syndication agent. and other financial institutions The Facility originally consisted of a $350 million term loan facility and a $40 million revolving credit facility F-12 http://www.see.gov/Archi vestedgar/datatI 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080236 SDNY GM_00226420 EFTA01381339
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EFTA01381331 | EFTA01381331 Form S-1 Table of Contrail Notice to Prospective Investors in the United Kingdom This document is only being distributed to and is only directed at (1) persons who are outside the United Kingdom. (2) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or Order, or (3) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2Xa) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities arc only available to. and any invitation, offer or agreement to subscribe. purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Notice to Prospective Investors in the European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), from and including the date on which the European Union Prospectus Directive (the "EU Prospectus Directive") was implemented in that Relevant Member State (the "Relevant Implementation Date") an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State. all in accordance with the EU Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities described in this prospectus may be made to the public in that Relevant Member State at any time: • to any legal entity which is a qualified investor as Mimi under the EU Prospectus Directive; • to fewer than 100 or. if the Relevant Member State has implemented the relevant provision of the 2010 Pll Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or • in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive. For the purposes of this provision, the expression an "offer of securities to the public" in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the tams of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression "EU Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. Notice to Prospective Investors in France Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the AutoriM des Marches Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorite des Marches Financiers. The shares have not been offered or sold and will not be offered or sold, directly or inditatly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be: • released, issued. distributed or caused to be released, issued or distributed to the public in France: or • used in connection with any offer for subscription or sale of the shares to the public in France. 133 httpiAvray.sec.gov/Arehivaledgar/datati609989/000119312515218883/d734898dsl.ht47/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080220 SDNY GM_00228404 EFTA01381331
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EFTA01381330 | EFTA01381330 Form S-1 Table of Contents • our prospects and the history' and prospects for the industry in which we compete; • an assessment of our management; • our prospects for future earnings; • the general condition of the securities markets at the time of this offering; • the recent market prices of, and demand for, publicly traded common stock of generally comparable companies. and other factors deemed relevant by the underwriters and us. Neither we, the selling stockholders nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price. Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes arc advised to inform themselves about and to obstny any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful. The underwriters have informed us that they do not expect to soil more than 5% of the common stock in the aggregate to accounts over which they exercise discretionary authority. The LOYAL3 Platform At our request, the underwriters have reserved up to 5% of the shares of common stock offered by this prospectus to be offered to certain non-management employees and our customers, partners and individual investors through the LOYAL3 platform. Any purchases of shares in this offering through the LOYAL3 platform will be at the initial public offering price, will be fee-free to investors and will be in dollar amounts that may include fractional shares. The LOYAL3 platform is designed to facilitate participation of individual purchasers in initial public offerings in amounts starting at $100. Individual investors in the United States who arc interested in purchasing shares of common stock in this offering though the LOYAL3 platform may go to LOYAL3's website for information about how to become a customer of LOYAL3, which is required to purchase shares of common stock through the LOYAL3 platform. Sales of our common stock by investors using the LOYAL3 platform will be completed through a batch or combined order process typically only once per day. The LOYAL3 platform and information on the LOYAL3 website do not form a part of this prospectus. The LOYAL3 platform is administered by LOYAL3 Securities, Inc., which is a U.S.-registered broker-dealer unaffiliated with the Company. LOYAL3 Smithies, Inc. is acting as a co-manager for our offering. Up to of the shares offered through the LOYAL3 platform will be allocated among approximately 1.600 non-management employees in amounts determined by us. Such employees will not be required to pay for these shams, and we will make payments to such employees in amounts estimated by us to be sufficient to pay the income and payroll taxes arising from the receipt of the shares (valued at the initial public offering price) and the associated taxis on such payments. These shares will not be subject to lock-up agreements with the underwriters and may be resold in the public market immediately after this offering. 132 httplAnnrsee.gov/Arehivestedgar/datatI 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080219 SDNY GM_00228403 EFTA01381330
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EFTA01381329 | EFTA01381329 Form S-I Table of Controls otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such direstors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant). (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock, other than the shares sold or issued in this offering. Listing We have applied to have our common stock approved for listing on NASDAQ under the symbol "BUFF." Price Stabilization and Short Positions In connection with this offering. the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by tort sales. Short sales may be "covered" shorts, which are tort positions in an amount not greater than the underwriters' over-allotment option referral to above, or may be "naked" shorts, which arc short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option. in whole or in part, or by purchasing shams in the open market. in making this determination, the underwriters will consider. among other things. the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that may adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position. they will purchase shares in the open market to cover• the position. The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the opal market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them. These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a asult, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may cant' out these transactions on NASDAQ, in the over-the-counter market or otherwise. New Issue of Securities Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determinesd by negotiations between us and the representatives of the underwriters. in determining the initial public offering price. we and the representatives of the underwriters expect to consider a number of factors including: • the information set forth in this prospectus and otherwise available to the representatives; 131 http/Avvew.sec.gov/Archivasfedgar/datart 609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080218 SDNY GM_00228402 EFTA01381329
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EFTA01381326 | EFTA01381326 Form S-I Table of Contrail will constitute a return of capital and first be applied against and reduce a non-U.S. Holder's adjusted tax basis in its common stock. but not below zero. Any excess will be treated as capital gain and will be treated as described below under "Gain on Disposition of Common Stock." Dividends paid to a non-U.S. Holder of our common stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if required by an applicable income tax treaty. are attributable to a United States permanent establishment) arc not subject to the withholding tax, provided certain certification and disclosure requirements ate satisfied. Instead, such dividends arc subject to United States federal income tax on a net income basis generally in the same manner as if the nonU.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends receives' by a foreign corporation may be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. A non-U.S. Holder of our common stock who wishes to claim the benefit of an applicable income tax treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable Internal Revenue Service Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our common stock is held through certain foreign intermediaries. to satisfy the relevant certification requirements of applicable United States Treasurys regulations. Special certification and other requirements apply to certain non-U.S. Holders that are pass-through entities rather than corporations or individuals. A non-U.S. Holder of our common stock eligible for a reduced rate of United States federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for a refund with the Internal Revenue Service. Gain on Disposition of Common Stock Any gain realized on the disposition of our common stock generally will not be subject to United States federal income tax unless: • the gain is effectively connected with a trade or business of the non-U.S. Holder in the United States (and, if required by an applicable income tax treaty. is attributable to a United States permanent establishment of the non-U.S. Holder); • the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that dispositi and certain other conditions are met; or • we are or have been a "United States real property holding corporation" for United States federal income tax purposes during a specific period. An individual non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates. An individual non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States. If a non-U.S. Holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain generally in the same manner as if it were a United States person as defines' under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments. We have not determined whether we are a "Unit's' States real property holding corporation" for United States federal income tax purposes. Even if we are or were to become a United States real property holding corporation. gain arising from the sale or other taxable disposition by a non-U.S. Holder of our common stock will not be subject to United States federal income tax if our common stock is treated as regularly traded on an 127 httruwww.sec.gov/Archivectedgar/datat I 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080214 SDNY GM_00226398 EFTA01381326
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#ことのはたんごD 第1487回 9/10
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⚪⚪🟡🟢⚪ 9
🟢🟢⚪🟢⚪ 2
🟢🟢🟢🟢🟢 1

あまり日本にはない

空港とか？
ことのはたんご | 結果共有画面
日本語版Wordle。1日1回単語推測パズルゲーム。
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February 15, 2026 at 4:10 PM